BYLAWS
of the Arkansas Continuum of Care Network
January 8, 2004
Contents
Article 1: Name, Vision, Mission, and Goals
1.01 Name
1.02 Vision
1.03 Mission
1.04 Goals
Article 2: Board of Directors
2.01 General Powers
2.02 Membership
2.03 Voting
2.04 Term of Office
2.05 Alternates and Proxies
Article 3: Meetings of the Board of Directors
3.01 Regular Meetings
3.02 Special Meetings
3.03 Quorum and Manner of Action
3.04 Conduct of Meetings
3.05 Place of Meetings
Article 4: Officers
4.01 Title and Qualifications
4.02 Term of Office
4.03 Duties
4.04 Election
4.05 Removal and Resignation
Article 5: Committees
5.01 Designation, Membership, and Powers
5.02 Standing Committees
5.03 Ad Hoc Committees
5.04 Meetings and Action of Committees
Article 6: Amendment of Bylaws
Article 1: Name, Vision, Mission, and Goals
1.01 Name
The name of this organization shall be the Arkansas Continuum of Care Network.
1.02 Vision
The vision of the Arkansas Continuum of Care Network is to strengthen and support local continuums of care.
1.03 Mission
The mission of the Arkansas Continuum of Care Network is to serve as a cooperative association of continuums of care to increase the effectiveness and build the capacity of each individual continuum so each can reach its full potential and access the maximum possible resources.
A. Network and collaborate
· Technical assistance
· Homeless Management Information Systems (HMIS)
· Sharing information
· Planning and development
· Coordination with Arkansas Policy Academy and Governor’s Taskforce on Supported Housing
· Coordination with public and private groups
B. Advocate and Educate
· Educate legislators, state officials, housing developers, service providers, community leaders, other concerned groups, and the general public
· Educate to include ways to incorporate the homeless population in the process
C. Build capacity
· Help secure funding
· Build an infrastructure
Article 2: Board of Directors
2.01 General Powers
The affairs of the Arkansas Continuum of Care Network shall be managed by the Board of Directors (Board).
2.02 Membership
A) The Board of Directors of the Arkansas Continuum of Care Network shall consist of representatives from the continuums of care in Arkansas, representatives from federal and state government agencies closely involved with homeless programs in Arkansas, and a university representative.
B) Each continuum of care shall have one (1) representative on the Board of Directors. The continuum representative will speak and vote on behalf of the continuum at meetings of the Arkansas Continuum of Care Network and its committees. Representatives must belong to the continuum which they represent. The continuum shall inform the Arkansas Continuum of Care Network of the name of its representative at the time of appointment and at any time a representative is replaced.
C) In addition to continuum representatives, the Board of Directors shall include one (1) representative of the United States Department of Housing and Urban Development (HUD), one (1) representative of the Arkansas Department of Human Services, Division of County Operations, Office of Community Services (DHS) and one (1) representative/technical advisor from the University of Arkansas at Little Rock (UALR).
2.03 Voting
Each continuum representative shall have one (1) vote at Board meetings. In addition, the HUD representative shall have one (1) vote, the DHS representative shall have one (1) vote, and the UALR representative shall have one (1) vote.
2.04 Term of Office
Continuum representatives serve at the discretion of their continuums and may be replaced at any time by their continuums. The HUD, DHS, and UALR representatives serve at the discretion of their organizations and may be replaced at any time by their organizations.
2.05 Alternates and Proxies
A) Each continuum may designate two alternates, either of whom is authorized to represent the continuum at meetings the representative is unable to attend. Alternates shall be members of the continuum being represented. The continuum shall inform the Arkansas Continuum of Care Network of the name of its alternates, if any, at the time of appointment and at any time an alternate is replaced.
B) Voting by proxy on a particular issue shall not be permitted.
Article 3: Meetings of the Board of Directors
3.01 Regular Meetings
A) Regular meetings of the Arkansas Continuum of Care Network Board of Directors shall be held at least four times per year as scheduled by the President or by resolution of the Board.
B) Written notice of meetings, stating the time and place of the meeting, shall be transmitted to each representative as far in advance as possible and at least ten (10) days before the day appointed for the meeting. Meetings shall also be announced on the Arkansas Continuum of Care Network’s web site and discussion board.
3.02 Special Meetings
A) Special meetings of the Arkansas Continuum of Care Network Board of Directors may be called for any purpose, at any time, by the president or by a majority of the representatives acting jointly.
B) Written notice of special meetings, stating the time and place of the meeting, shall be transmitted to the representatives as far in advance as possible and at least ten (10) days before the day appointed for the meeting. The notice shall contain a tentative agenda, but the meeting shall not be confined to any agenda included with the notice. Special meetings shall also be announced on the Arkansas Continuum of Care Network’s web site and discussion board.
3.03 Quorum and Manner of Action
A) The presence of a simple majority of official representatives to the Board of Directors shall constitute a quorum to transact any business. For fourteen (14) representatives a quorum shall be eight (8) representatives or alternates.
B) If a quorum is present, every official action or resolution passed by a majority of the representatives or alternates present and voting shall be the official act of the Arkansas Continuum of Care Network, unless the vote of a greater number is required by law or these Bylaws.
3.04 Conduct of Meetings
A) At all meetings of the Arkansas Continuum of Care Network Board of Directors, the President, Vice President, and Secretary, in the order named, shall preside if present; or if none of them is present, a majority of the representatives present shall designate any representative to preside.
B) Minutes shall be taken of each meeting, including attendance and a record of votes on all motions. Minutes shall be published on the Arkansas Continuum of Care Network’s web site.
C) Meetings shall be governed by Roberts Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws.
D) On matters under discussion the Board shall seek to hear all points of view and obtain consensus.
E) In accordance with the Arkansas Continuum of Care Network goal of sharing information, meetings shall be open to all interested parties. The length of time allocated to non-representatives for speaking in the meetings may be limited by the presiding officer, subject to an override by the majority of representatives present.
3.05 Place of Meetings
Meetings may be held at any place within the State of Arkansas.
Article 4: Officers
4.01 Title and Qualifications
The officers of the Board shall be a President, a Vice President, a Secretary, and such other officers as may be designated by resolution in Board meetings. Officers shall be continuum representatives to the Board of Directors. (Representatives of HUD, DHS, or UALR may not serve as officers.)
4.02 Term of Office
The term of office shall be one (1) year. Officers may be reelected.
4.03 Duties
Duties of the officers shall be as follows:
A) President – subject to the direction and supervision of the Board, the President shall have general and active control over the affairs and business of the Arkansas Continuum of Care Network. The President shall preside over Board meetings, prepare or delegate the preparation of and approve agendas, and carry out other duties as may be designated by resolution or as described in these Bylaws.
B) Vice-President – fulfill duties in absence of the President or as delegated by the President.
C) Secretary – Communicate with continuums and Board of Directors representatives on behalf of the Arkansas Continuum of Care Network, including providing notice of meetings; maintain membership data; keep minutes of Board meetings, including attendance and a record of votes on all motions; and fulfill duties in absence of the President and Vice-President.
4.04 Election
A) New officers shall be elected at a Board meeting scheduled during the last three months of each calendar year to serve from January 1-December 31 of the following calendar year. The notice announcing the meeting when officers are to be elected must include an announcement that elections will take place.
B) The President shall appoint a Nominating Committee to nominate one person for each office. Nominations made by a Nominating Committee must be announced along with the notice of the meeting when the election is to take place. Nominations may be made from the floor of the election meeting.
C) Officers shall be elected by a plurality of the Board of Directors representatives present at the meeting when elections are held. A quorum must be present.
4.05 Removal and Resignation
A) If the position of Vice President or Secretary becomes vacant, the President shall appoint a continuum representative to serve in the position for the remainder of the term of office. If the position of President becomes vacant, the Vice President shall execute the duties of president for the remainder of the term.
B) Any officer may be removed by two-thirds (2/3) majority vote at any duly constituted Board of Directors meeting if, in the judgment of the Board representatives, the best interests of the Arkansas Continuum of Care Network would be served thereby.
Article 5: Committees
5.01 Designation, Membership, and Powers
A) The Arkansas Continuum of Care Network shall have such committees as may from time to time be established by resolution of the Board of Directors. With the exception of the Executive Committee, which shall be chaired by the president, committee chairs shall be designated by the Board of Directors. Any resident of Arkansas may serve as a committee chair. Each committee shall include at least one continuum Board of Directors representative.
B) Committees are authorized to make recommendations to the Board of Directors.
5.02 Standing Committees
A) The Executive Committee shall be a standing committee. Members of the Executive Committee shall be the officers of the Board of Directors, the chairs of all official committees of the Arkansas Continuum of Care Network, and one member of each committee if designated by the committee chair. The Board president shall be the chair of the Executive Committee.
B) The Homeless Management Information Systems (HMIS) Committee shall be a standing committee. The chair of the HMIS Committee shall be designated by the Board of Directors.
Each continuum of care shall have one (1) representative on the HMIS Committee who will speak and vote on behalf of the continuum at meetings of the committee. In addition to continuum representatives, the HMIS Committee shall include one (1) representative of the United States Department of Housing and Urban Development (HUD), one (1) representative of the Arkansas Department of Human Services, Division of County Operations, Office of Community Services (DHS) and one (1) representative/technical advisor from the University of Arkansas at Little Rock (UALR).
Each continuum representative shall have one (1) vote at meetings of the HMIS Committee. In addition, the HUD representative shall have one (1) vote, the DHS representative shall have one (1) vote, and the UALR representative shall have one (1) vote.
C) The Development Assistance Committee shall be a standing committee. The chair shall be designated by the Board of Directors and shall designate the other committee members with the advice of the Board. Any resident of Arkansas may be a member of the Development Assistance Committee. The committee must include at least one continuum board member. The Development Assistance Committee shall assist continuums of care in seeking funding from HUD and other sources.
5.03 Ad Hoc Committees
Ad hoc committees may be established from time to time by the Board of Directors. Committee chairs shall be designated by the Board and shall designate the other committee members with the advice of the Board. Any resident of Arkansas may be a member of ad hoc committees. Each committee must include at least one continuum board member.
5.04 Meetings and Action of Committees
All committees shall take meeting minutes and attendance. Meetings and action of committees shall be conducted in accordance with the provisions of these Bylaws concerning Board meetings, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its representatives, except that the time for regular and special meetings of committees may be fixed by resolution of the Board or by the committee. Each committee member will have one (1) vote at meetings. Actions taken by the committees shall be recommendations to the Board.
Article 6: Amendment of Bylaws
These bylaws may be adopted, amended, or repealed by a two-thirds (2/3) majority vote at a regular or special meeting of the Board of Directors of the Arkansas Continuum of Care Network.
